Disclosure letter clause samples

4.1 Organization. The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. The subsidiaries of the Company (the “Company Subsidiaries”) are all set forth on Schedule 4.1 of the Company Disclosure Letter, and are duly organized, validly existing and in good standing under the laws of the states set forth for each Company Subsidiary on Schedule 4.1 of the Company Disclosure Letter. The Company and the Company Subsidiaries are duly qualified to do business as foreign entities and are in good standing in each jurisdiction where the failure to so qualify would have a Company Material Adverse Effect. The Company has made available to Buyer complete and correct copies of the Company’s and the Company Subsidiaries’ Charter Documents, each as amended to the date of this Agreement, and each as so delivered is in full force and effect. Each of the Company and the Company Subsidiaries has all corporate, limited liability company or similar powers and authority required to own, lease and operate its respective properties and carry on its business as now conducted.

b.The Disclosure Letter will be arranged to correspond to the representations and warranties in Schedule 3 to this Agreement, and the disclosure in any section of the Disclosure Letter shall qualify the corresponding provision in Section 3 and any other section or provision of this Agreement or Schedule 3 to which it is reasonably apparent from such disclosure that such disclosure relates. No reference to or disclosure of any item or other matter in this Disclosure Letter shall be construed as an admission or indication that such item or other matter is material or that such item or other matter is required to be referred to or disclosed in this Disclosure Letter. The information set forth in the Disclosure Letter is disclosed solely for the purposes of this Agreement, and no information set forth therein shall be deemed to be an admission by any Party hereto to any third party of any matter whatsoever, including of any violation of Law or breach of any agreement. If, prior to the Closing, Seller delivers to Purchaser a supplement, modification or update to the Disclosure Letter that refers to any matter arising after the Effective Date that is necessary to be disclosed to make any Seller Warranty correct when made as of the Closing. Such information shall be deemed to amend this Agreement and the Disclosure Letter effective as of the Effective Date for all purposes hereunder.

o.There are no share incentive, share option, profit sharing, bonus or other incentive arrangements or programs for or affecting any Employee except as identified in the Disclosure Letter. No part of any Employee’s compensation is based on commission except as identified in the Disclosure Letter. Since July 1, 2012, no former employee of the Company has made any written claim to incentive compensation, commission or other payment relative to that former employee’s employment with the Company, except as identified in the Disclosure Letter.

(b)The issued and outstanding Equity Interests of the Company (including the holders thereof) is set forth in Section 4.4(b) of the Seller Disclosure Letter. All of the Interests have been duly authorized and validly issued and, to the extent such concepts are applicable thereto, are fully paid and nonassessable, and are not subject to, and were not issued in violation of, any preemptive or similar rights. There are no outstanding options, warrants or other rights to purchase, or any authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock of or other Equity Interests or voting securities in, the Company. The Company has no authorized or outstanding bonds, debentures, notes or other indebtedness the holders of which have the right to vote (or convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote) with the equity holders of the Company on any matter. There are no irrevocable proxies and no voting agreements with respect to any capital stock of, or other Equity Interests or voting securities in, the Company.

b. The Parent Disclosure Letter is hereby amended to add Attachment A to this Amendment as a new Attachment 11-C to Section1.05(a)(i) of the Parent Disclosure Letter. Section1.3 Galleria Software – Warehouse Management Systems.

b. The Parent Disclosure Letter is hereby amended so as to add AttachmentB to this Amendment as a new Attachment 1 to Section5.33 of the Parent Disclosure Letter. Section1.11 Renewal of Certain Trademarks.

5.5Compliance with Law. Except as disclosed on the MBT Disclosure Schedule, to the Knowledge of MBT’s Management (as defined below), neither MBT nor any Subsidiary has engaged in any activity nor taken or omitted to take any action which has resulted or could reasonably be expected to result, in the violation of any local, state, federal or foreign law, statute, rule, regulation or ordinance or of any order, injunction, judgment or decree of any court or government agency or body, the violation of which could reasonably be expected to have a Material Adverse Effect on MBT. MBT and each Subsidiary possess all licenses, franchises, permits and other authorizations necessary for the continued conduct of their respective businesses without material interference or interruption, except where the failure to possess such licenses or other authorizations would not be reasonably expected to have a Material Adverse Effect on MBT, and such licenses, franchises, permits and authorizations shall be transferred to First Merchants on the Effective Date without any material restrictions or limitations thereon or the need to obtain any consents of third parties, except as otherwise set forth in the MBT Disclosure Letter. Neither MBT nor any Subsidiary is subject to any agreement, commitment or understanding with, or order and directive of, any regulatory agency or government authority with respect to the business or operations of MBT or any Subsidiary. The Bank has not received any notice of enforcement actions since January 1, 2014 from any regulatory agency or government authority relating to its compliance with the Bank Secrecy Act, the Truth-in-Lending Act, the Community Reinvestment Act, the Gramm-Leach-Bliley Act of 1999, the USA Patriot Act, the International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001, the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act or any laws with respect to the protection of the environment or the rules and regulations promulgated thereunder. MBT has not received any notice of enforcement actions since January 1, 2014, from any regulatory agency or government authority relating to its compliance with any securities laws applicable to MBT. The Bank received a rating of “satisfactory” or better in its most recent examination or interim review with respect to the Community Reinvestment Act.

5.15Taxes, Returns and Reports. Except as set forth in the MBT Disclosure Letter, MBT and the Subsidiaries have (a)duly filed all federal, state, local and foreign tax returns of every type and kind required to be filed by them as of the date hereof, and each return is true, complete and accurate in all material respects; (b)paid all material taxes, assessments and other governmental charges due and payable or claimed to be due and payable upon them or any of their income, properties or assets; and (c)not requested an extension of time for any such payments (which extension is still in force). Except for taxes not yet due and payable, the reserve for taxes on the Financial Information is adequate to cover all of MBT’s and the Subsidiaries’ tax liabilities (including, without limitation, income taxes and franchise fees) that may become payable in future years with respect to any transactions consummated prior to June 30, 2018. Neither MBT nor the Bank has or will have, any liability for taxes of any nature for or with respect to the operation of their business, including the assets of any Subsidiary, from June 30, 2018, up to and including the Effective Date, except to the extent reflected on their Financial Information or on financial statements of MBT or the Subsidiaries subsequent to such date and as set forth in the MBT Disclosure Letter. Neither MBT nor any Subsidiary has received written notice that it is currently under audit by any state or federal taxing authority. Except as set forth in the MBT Disclosure Letter, none of the federal, state, or local tax returns of MBT or any Subsidiary have been audited by any taxing authority during the past five (5) years.

7.7MBT Disclosure Letter. MBT shall supplement, amend and update as of the Effective Date the MBT Disclosure Letter with respect to any matters hereafter arising which, if in existence or having occurred as of the date of this Agreement, would have been required to be set forth or described in the MBT Disclosure Letter. If, at any time prior to the Effective Date, MBT becomes aware of a fact or matter that might indicate that any of the representations and warranties of MBT herein may be untrue, incorrect or misleading in any material respect, MBT shall promptly disclose such fact or matter to First Merchants in writing.

8.7First Merchants Disclosure Letter. First Merchants shall supplement, amend and update as of the Effective Date the First Merchants Disclosure Letter with respect to any matters hereafter arising which, if in existence or having occurred as of the date of this Agreement, would have been required to be set forth or described in the First Merchants Disclosure Letter. If, at any time prior to the Effective Date, First Merchants becomes aware of a fact or matter that might indicate that any of the representations and warranties of First Merchants herein may be untrue, incorrect or misleading in any material respect, First Merchants shall promptly disclose such fact or matter to MBT in writing.

Permits. All Permits material to the Business are listed in the Disclosure Letter. Those Permits are the only authorizations, registrations, permits, approvals, grants, licences, quotas, consents, commitments, rights or privileges (other than those relating to Intellectual Property) required to enable the Corporation to carry on the Business as currently conducted and to enable the Corporation to own, lease and operate its assets in all material respects. All such Permits are valid, subsisting, in full force and effect and unamended, and the Corporation is not in material default or breach of any Permit material to the Business; no proceeding is pending or, to the Knowledge of the Sellers, threatened to revoke or limit any material Permit, and the completion of the transactions contemplated by this Agreement will not result in the revocation of any material Permit or the breach of any term, provision, condition or limitation affecting the ongoing validity of any material Permit.

Employees and Employment Contracts. The Corporation has made available to the Buyer complete and correct copies of all written employment agreements or summaries of any oral employment agreements with all current employees of the Corporation. The Corporation is not a party to any written or oral employment, service, pension, deferred profit sharing, benefit, bonus or other similar agreement or arrangement except as disclosed in the Disclosure Letter and none of those agreements or arrangements contains any specific agreement as to notice of termination or severance pay in lieu of notice inconsistent with the Employment Standards Act (British Columbia) except as disclosed in the Disclosure Letter. The Corporation is not in arrears in the payment of any contribution or assessment required to be made by it pursuant to any of the agreements or arrangements disclosed in the Disclosure Letter that would be expected to result in a Material Adverse Effect. Except as set out in the Disclosure Letter, all vacation pay, bonuses, commissions and other employee benefit payments and obligations with respect to the employees of the Corporation are reflected in and have been fully accrued in the Financial Statements and Books and Records in all material respects.

Following notice by either the Sellers or the Buyer under Section 4.4.1, the Sellers may amend the Disclosure Letter to qualify the applicable representations and warranties. If any of the conditions in Section 5.1 would not have been satisfied without the amendment to the Disclosure Letter, the Buyer may terminate this Agreement by notice in writing to the Sellers within 5 Business Days of receiving the revised Disclosure Letter. If the Buyer does not terminate this Agreement in accordance with this Section 4.4, the Buyer is deemed to have accepted and agreed to the revised Disclosure Letter and waived in full any breach or inaccuracy of the representations and warranties of the Sellers, and any corresponding closing conditions in favour of the Buyer, addressed by the amendment to the Disclosure Letter.

(e)Title to Purchased Shares. Such Seller is as of the Closing Date the owner of the shares in the capital of Corporation set out next to such Seller's name in column (b) of Schedule3.1(e) of the Disclosure Letter, with good and valid title thereto, free and clear of all Liens, other than those Liens listed in Schedule 3.1(e) of the Disclosure Letter. At Closing, such Seller will be the owner of the Purchased Shares set out next to such Seller's name in column (c) of Schedule3.1(e) of the Disclosure Letter. Such shares will constitute all of such Sellers' share of the Purchased Shares and such Seller will transfer good and valid title to Purchaser of such Purchased Shares, free and clear of all Liens.

(i)The authorized, issued and outstanding capital of Corporation as of the Closing Date is as set out in Schedule3.2(f) of the Disclosure Letter. All of the Purchased Shares will at Closing have been duly authorized and validly issued as fully paid and non-assessable and have been issued by Corporation in compliance with all applicable Laws. The Purchased Shares will at Closing constitute all of the issued and outstanding shares in the capital of Corporation.

3.1Consideration. Upon and by reason of the Merger becoming effective, the shareholders of LBI of record on the Effective Date shall be entitled to receive in exchange for each LBI common share, $10.00 par value, (“LBI Common Stock”) held: (i) 1,830.00 (the “Exchange Ratio”) shares of F&M common stock (“F&M Common Stock”), and (ii) $8,465.00 in cash which cash amount is subject to a potential reduction as set forth in Section 5.10 of the Disclosure Letter. The F&M Common Stock and cash to be exchanged for each share of LBI Common Stock is collectively referred to herein as the “Merger Consideration”. The Exchange Ratio shall be subject to adjustment as set forth in Section3.3, but shall otherwise remain fixed and no adjustment to the Merger Consideration shall be made as a result of changes in the stock price of the F&M Common Stock.

6.10Taxes, Returns and Reports. F&M and the F&M Subsidiaries have (a)duly filed all federal, state, local and foreign tax returns of every type and kind required to be filed by them as of the date hereof, and each return is true, complete and accurate in all material respects; (b)paid all material taxes, assessments and other governmental charges due and payable or claimed to be due and payable upon them or any of their income, properties or assets; and (c)not requested an extension of time for any such payments (which extension is still in force). Except for taxes not yet due and payable, thereserve for taxes on the F&M Financial Information is adequate to cover all of F&M’s and the F&M Subsidiaries’ tax liabilities (including, without limitation, income taxes and franchise fees) that may become payable in future years with respect to any transactions consummated prior to December31, 2017. Neither F&M nor the F&M Subsidiaries have or will have, any liability for taxes of any nature for or with respect to the operation of their business, including the assets of any subsidiary, from December31, 2017, up to and including the Effective Date, except to the extent reflected on the F&M Financial Information or on financial statements of F&M or any subsidiary subsequent to such date and as set forth in the F&M Disclosure Letter. Neither F&M nor the F&M Subsidiaries have received written notice that it is currently under audit by any state or federal taxing authority. Except as set forth in the F&M Disclosure Letter, none of the federal, state, or local tax returns of F&M or the F&M Subsidiaries have been audited by any taxing authority during the past five (5)years.

7.7LBI Disclosure Letter. LBI shall supplement, amend and update as of the Effective Date the LBI Disclosure Letter with respect to any matters hereafter arising which, if in existence or having occurred as of the date of this Agreement, would have been required to be set forth or described in the LBI Disclosure Letter. If, at any time prior to the Effective Date, LBI becomes aware of a fact or matter that might indicate that any of the representations and warranties of LBI herein may be untrue, incorrect or misleading in any material respect, LBI shall promptly disclose such fact or matter to F&M in writing.

8.7F&M Disclosure Letter. F&M shall supplement, amend and update as of the Effective Date the F&M Disclosure Letter with respect to any matters hereafter arising which, if in existence or having occurred as of the date of this Agreement, would have been required to be set forth or described in the F&M Disclosure Letter. If, at any time prior to the Effective Date, F&M becomes aware of a fact or matter that might indicate that any of the representations and warranties of F&M herein may be untrue, incorrect or misleading in any material respect, F&M shall promptly disclose such fact or matter to LBI in writing.

(i) The Target Corporations have obtained and are in compliance with all material Authorizations required by applicable Laws, necessary to conduct the Business as now being conducted (including for certainty, the Achieved Authorizations). The Achieved Authorizations are adequate in order for the Target Corporations to lawfully conduct the activities described in Section 4.1(p) of the Vendor Disclosure Letter. The Achieved Authorizations are the only Authorizations that are currently held by the Target Corporations that are material to any Target Corporation or the Business. Section 4.1(p) of the Vendor Disclosure Letter sets out a complete list of the Authorizations which have not yet been granted or issued to the Target Corporations but which are required for the Target Corporations to fully operate and conduct the Business as intended (including the Pending Authorizations), the purpose of such Authorization and the status of each such Authorization with the applicable Governmental Entity. Upon the granting or issuance of such Pending Authorizations, RPK and TCann will be permitted to export medicinal cannabis product into any European jurisdiction which permits the importation and distribution of medicinal cannabis.

(i) The Nominee Shareholder owns one (1) Nominee Share, being the sole issued and outstanding Nominee Share, as the registered and beneficial owner with good and marketable title, free and clear of all Liens other than those restrictions on transfer, if any, contained in applicable Law (which Laws do not prohibit the transfer of the Nominee Share as contemplated herein, subject to customary post-Closing filings) or in the memorandum and articles of association of the Corporation as set forth in Section 4.2(i) of the Vendor Disclosure Letter. Upon completion of the transaction contemplated by this Agreement, the Nominee Shareholder will have transferred to the Purchaser or as directed by the Purchaser good and valid title to such Nominee Share, free and clear of all Liens other than (i) those restrictions on transfer, if any, contained in applicable Law (which Laws do not prohibit the transfer of the Nominee Share as contemplated herein, subject to customary post-Closing filings) or in the memorandum and articles of association of the Corporation as set forth in Section 4.2(i) of the Vendor Disclosure Letter (which shall have been complied with by the Nominee Shareholder, the Vendor and the Corporation) or (ii) Liens granted to the Purchaser pursuant to the SPSA and the Credit Agreement.

The Pauric Parties jointly and severally represent and warrant to the Purchaser and acknowledge and agree that the Purchaser is relying upon the representations and warranties in connection with the purchase by the Purchaser of the Purchased Shares as follows: In respect of the Purchased Shares, Pauric Holdco is the registered owner of 100% of the Purchased Shares and sole beneficial owner of 100% of the Purchased Shares, in each case with good and marketable title, free and clear of all Liens other than those restrictions on transfer, if any, contained in applicable Law (which Laws do not prohibit the transfer of the Purchased Shares as contemplated herein, subject to customary post-Closing filings) or the memorandum and articles of association of the Corporation as set forth in Section 4.3 of the Vendor Disclosure Letter. Pauric Holdco has committed to selling to Peter Holdco prior to Closing that portion of the Purchased Shares representing the Peter Share Interest, such that immediately prior to Closing Pauric Holdco will be the registered and beneficial owner of 80.17% of the Purchased Shares (the “Pauric Share Interest”). Upon completion of the transaction contemplated by this Agreement, Pauric Holdco will have transferred to the Purchaser good and valid title to the Pauric Share Interest, free and clear of all Liens other than (i) those restrictions on transfer, if any, contained in applicable Law (which Laws do not prohibit the transfer of the Purchased Shares as contemplated herein, subject to customary post-Closing filings) or in the memorandum and articles of association of the Corporation as set forth in Section 4.3 of the Vendor Disclosure Letter (which shall have been complied with by Pauric Holdco and the Corporation), and (ii) Liens granted to the Purchaser pursuant to the SPSA and the Credit Agreement. The Purchased Shares constitute approximately 80.2% of the issued and outstanding “Ordinary A” shares of the Corporation, and other than the 252 “Ordinary A” shares held by the Purchaser and the Purchaser’s rights under the Credit Agreement, there are no other issued and outstanding securities, including convertible, exchangeable or exercisable securities, of the Corporation or rights to acquire such securities.

(1) The Vendors and the Guarantors shall use commercially reasonable efforts to obtain or cause to be obtained prior to Closing, all consents (which includes any waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations) that are required by the terms of the Contracts to which a Vendor, a Guarantor or any Target Corporation is a party in order to complete the transactions contemplated by this Agreement, including the consents (or waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations) described in the Vendor Disclosure Letter. Such consents will be upon such terms as are acceptable to the Purchaser, acting reasonably. The Purchaser shall, at the expense of the Vendors, reasonably co-operate in obtaining such consents.

Except as otherwise expressly provided in this Agreement, each Party will pay for its own costs and expenses (including the fees and expenses of legal counsel, accountants and other advisors) incurred in connection with this Agreement or any Ancillary Agreements and the transactions contemplated by them. The Parties agree that any costs and expenses (including the fees and expenses of legal counsel, accountants and other advisors) incurred by the Target Corporations in connection with this Agreement or any Ancillary Agreements (other than the Escrow Agreement) and the transactions contemplated by them shall be borne exclusively by the Vendors and the Guarantors and shall be paid or settled by the Vendors and/or Guarantors. Notwithstanding the foregoing, if Closing occurs, the Purchaser shall pay the actual, reasonable and documented legal and accounting expenses of the Vendors incurred in connection with this Agreement or any Ancillary Agreements (excluding the Escrow Agreement) and the transactions contemplated herein and therein (the “Transaction Expenses”) (i) in respect of the period up to and including the date prior to the date hereof (as evidenced by the Transaction Expenses as set out at Section 12.5 of the Vendor Disclosure Letter, which Transaction Expenses are supported by reasonable documentation submitted by the Vendors to the Purchaser); and (ii) in respect of the period from the date hereof to the Closing Date, in accordance with, and subject to, the budget set out at Section 12.5 of the Vendor Disclosure Letter. For certainty and regardless of whether Closing occurs, each Party will pay its own costs and expenses in respect of such Party’s financial advisors, including any brokerage or agent’s fees and the Vendors and the Guarantors shall remain responsible for financial advisory fees of the Target Corporations, except that if Closing occurs and subject to the Purchaser being in receipt of the amendment referenced in Section 7.1(k) in respect of the agreement with National Bank Financial Inc., the Purchaser shall pay the fees of National Bank Financial Inc. in accordance with such amendment. The Purchaser will pay the fees and expenses of the Escrow Agent under the Escrow Agreement.

(c) The issued and outstanding Equity Interests of Newco (including the holder thereof) are set forth in Section 4.2(c) of the Seller Disclosure Letter. All of the Equity Interests or voting securities of Newco have been duly authorized and validly issued and, to the extent such concepts are applicable thereto, are fully paid and nonassessable, and are not subject to, and were not issued in violation of, any preemptive or similar rights. There are no outstanding options, warrants or other rights to purchase, or any authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock of or other Equity Interests or voting securities in Newco. Newco does not have any authorized or outstanding bonds, debentures, notes or other Indebtedness the holders of which have the right to vote (or convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote) with the equity holders of Newco on any matter. There are no irrevocable proxies and no voting agreement with respect to any capital stock of, or other Equity Interests or voting securities in, Newco.

(b) The issued and outstanding Equity Interests of each of the Peanuts Companies (including the holders thereof) is set forth in Section 4.4(b) of the Seller Disclosure Letter. All of the Equity Interests or voting securities of each of the Peanuts Companies have been duly authorized and validly issued and, to the extent such concepts are applicable thereto, are fully paid and nonassessable, and are not subject to, and were not issued in violation of, any preemptive or similar rights. There are no outstanding options, warrants or other rights to purchase, or any authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock of or other Equity Interests or voting securities in, any Peanuts Company. No Peanuts Company has any authorized or outstanding bonds, debentures, notes or other Indebtedness the holders of which have the right to vote (or convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote) with the equity holders of any Peanuts Company on any matter. There are no irrevocable proxies and no voting agreements (except to the extent set forth in the Peanuts Operating Agreement) with respect to any capital stock of, or other Equity Interests or voting securities in, any Peanuts Company.

Each of UMG and UMG Subsidiaries is, and has been continuously, insured by reputable third-party insurers with reasonable and prudent policies appropriate for the size and nature of the business of UMG and UMG Subsidiaries and their respective assets. A true and complete list of all material insurance policies currently in effect has been provided in the UMG Disclosure Letter. To the knowledge of UMG, each material insurance policy currently in effect that insures the physical properties, business, operations and assets of UMG and UMG Subsidiaries is valid and binding and in full force and effect and there is no material claim pending under any such policies as to which coverage has been questioned, denied or disputed. There is no material claim pending under any insurance policy that has been denied, rejected, questioned, or disputed by any insurer or as to which any insurer has made any reservation of rights or refused to cover all or any material portion of such claims. All material proceedings covered by any insurance policy of UMG and UMG Subsidiaries have been properly reported to and accepted by the applicable insurer.

True, correct and complete copies of the balance sheets, statements of operations, statements of changes in partners' capital, statements of cash flows and related notes to financial statements of the Partnership as of and for the fiscal years ended on December31, 2017, December31, 2016, December31, 2015 and December 31, 2014, as audited by the Company's accountants (the "Audited Financial Statements"), are contained in Section Eighth, paragraph (n) of the Disclosure Letter.True, correct and complete copies of the unaudited balance sheet, statement of operations, statement of changes in partners' capital and statement of cash flows of the Partnership as of and for the period ended on September 30, 2018 (such financial statements, the "Interim Financial Statements" and such date, the "Interim Financial Statement Date") are also contained in Section Eighth, paragraph (n) of the Disclosure Letter.The Audited Financial Statements and the Interim Financial Statements, present fairly, in all material respects, the consolidated financial position of the Partnership as of the dates thereof and the consolidated results of operations and cash flows of the Partnership for the periods covered by said statements, in accordance with GAAP consistently applied through the periods covered thereby, except for in the case of the Interim Financial Statements (i) year-end adjustments and (ii) the omission of footnote disclosures and other presentation items required by GAAP.The Audited Financial Statements and the Interim Financial Statements are referred to collectively as the "Financial Statements".

Section 4.2. Subsidiaries. A complete list of each Subsidiary of the Company and its jurisdiction of incorporation, formation or organization, as applicable, is set forth on ‎Section 4.2 of the Company Disclosure Letter. The Subsidiaries of the Company have been duly formed or organized and are validly existing under the Laws of their jurisdiction of incorporation or organization and have the requisite power and authority to own, lease or operate all of their respective properties and assets and to conduct their respective businesses as they are now being conducted. Each Subsidiary of the Company is duly licensed or qualified and in good standing as a foreign or extra-provincial corporation (or other entity, if applicable) in each jurisdiction in which its ownership of property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, as applicable, except where the failure to be so licensed or qualified or in good standing would not have, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Other than the Company Subsidiaries set forth on ‎Section 4.2 of the Company Disclosure Letter, there are no other Persons in which the Company directly or indirectly owns, of record or beneficially, any direct or indirect capital stock or other equity interest or any right (contingent or otherwise) to acquire the same, nor is the Company directly or indirectly a member of or participant in any partnership, joint venture or similar arrangement. True, correct and complete copies of the Governing Documents of the Company’s Subsidiaries, in each case, as amended to the date of this Agreement, have been previously made available to Acquiror by or on behalf of the Company.

Section 6.5. Consents. The Company and its Subsidiaries shall use commercially reasonable efforts during the Interim Period to obtain consents of all Persons who are party to the agreements set forth on ‎Section 4.4, and ‎Section 6.5 of the Company Disclosure Letter and obtain all Governmental Authorizations set forth on ‎Section 4.5 of the Company Disclosure Letter. All costs incurred in connection with obtaining such consents shall constitute a Company Transaction Expense. Subject to Laws relating to the exchange of information, Acquiror shall have the right to review in advance, and to the extent practicable will consult with the Company on the information provided in connection with obtaining such consents and as to the form and substance of such consents. Acquiror and its Subsidiaries shall cooperate with and assist the Company in giving such notices and obtaining such consents and estoppel certificates; provided, however, that neither Acquiror nor its Subsidiaries shall have any obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement.

Section 12.9. Company and Acquiror Disclosure Letters. The Company Disclosure Letter and the Acquiror Disclosure Letter (including, in each case, any section thereof) referenced herein are a part of this Agreement as if fully set forth herein. All references herein to the Company Disclosure Letter and/or the Acquiror Disclosure Letter (including, in each case, any section thereof) shall be deemed references to such parts of this Agreement, unless the context shall otherwise require. Any disclosure made by a party in the applicable Disclosure Letter, or any section thereof, with reference to any section of this Agreement or section of the applicable Disclosure Letter shall be deemed to be a disclosure with respect to such other applicable sections of this Agreement or sections of the applicable Disclosure Letter if it is reasonably apparent on the face of such disclosure that such disclosure is responsive to such other section of this Agreement or section of the applicable Disclosure Letter. Certain information set forth in the Disclosure Letters is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. The disclosure of any information shall not be deemed to constitute an acknowledgment that such information is required to be disclosed in connection with the representations and warranties made in this Agreement, nor shall such information be deemed to establish a standard of materiality.

12.2 The detailed information and true and accurate copies of all agreements in relation to all Loan Capital have been disclosed by the Sellers in the Seller 1 Disclosure Letter and/or the Seller 2 Disclosure Letter. Except as so disclosed, there are no transactions pursuant to which the Company has any outstanding obligations in relation to the Loan Capital.

12.10 All guarantees and suretyships and other Encumbrances (including a pledge or mortgage, other than the Permitted Encumbrances) issued or created by the Mechel Group companies (excluding any guarantees and suretyships issued by the Companies for the benefit of each other) in relation to the Company’s obligations, as listed in the Seller 1 Disclosure Letter and/or Seller 2 Disclosure Letter, other than the Permitted Suretyships, have been terminated, and a copy of the termination agreements in relation to such guarantees, suretyships and other Encumbrances (and other documents evidencing their termination), are contained in the Seller 1 Disclosure Letter and/or Seller 2 Disclosure Letter. There are no guarantees and suretyships or any Encumbrances (including a pledge or mortgage, other than the Permitted Encumbrances) issued or created by the Mechel Group companies (excluding any guarantees and suretyships issued by the Companies for the benefit of each other) in relation to the Company’s obligations, other than as disclosed in the Seller 1 Disclosure Letter and/or Seller 2 Disclosure Letter as terminated.

Section 4.20Insurance. Post has made available to MAA a schedule of all material insurance policies and all material fidelity bonds or other material insurance service contracts in Post’s possession providing coverage for all Post Properties (the“Post Insurance Policies”), which is set forth in Section 4.20 of the Post Disclosure Letter. Except as individually or in the aggregate, would not reasonable be expected to have a Post Material Adverse Effect, there is no claim for coverage by Post or any Post Subsidiary pending under any of the Post Insurance Policies that has been denied or disputed by the issuer. Except as individually or in the aggregate, would not reasonably be expected to have a Post Material Adverse Effect, all premiums payable under all Post Insurance Policies have been paid, and Post and the Post Subsidiaries have otherwise complied in all material respects with the terms and conditions of all the Post Insurance Policies. To the Knowledge of Post, such Post Insurance Policies are valid and enforceable in accordance with their terms and are in full force and effect. Except for notice of annual or other periodic expiration, termination or non-renewal received in the ordinary course of business, no written notice of cancellation or termination has been received by Post or any Post Subsidiary with respect to any such policy which has not been replaced on substantially similar terms prior to the date of such cancellation.

Section 10.15 Disclosure Letter. Each Disclosure Letter is qualified in its entirety by reference to the specific provisions of this Agreement and is not intended to constitute, and shall not be construed as constituting, representations or warranties of the Seller, except as and to the extent provided in this Agreement. The specification of any dollar amount in the representations or warranties (as applicable) contained in this Agreement or the inclusion of any specific item in the Disclosure Letter is not intended to imply that such amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed or are within or outside of the Ordinary Course of Business, and none of the Parties shall use the fact of the setting forth of such amounts or the fact of the inclusion of any such item in the Disclosure Letter in any dispute or controversy with any Party as to whether any obligation, item or matter not included in a section of the Disclosure Letter is or is not required to be disclosed (including whether such amounts or items are required to be disclosed as material) or in the Ordinary Course of Business for the purposes of this Agreement. If any information required by this Agreement to be furnished in any section of the Disclosure Letter is contained in this Agreement or in any section of the Disclosure Letter, such information shall be deemed to be included in all sections of the Disclosure Letter to the extent it is reasonably apparent that such information is applicable to such other section of the Disclosure Letter. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. In no event shall any disclosure of such additional matters be deemed or interpreted to broaden or otherwise amend any of the covenants or representations or warranties in this Agreement. The information contained in the Disclosure Letter is disclosed solely for purposes of this Agreement, and no information contained therein shall be deemed to be an admission by any Party thereto to any third party of any matter whatsoever, including of any violation of Law or breach of any agreement. Headings have been inserted in the sections of the Disclosure Letter for the convenience of reference only and shall to no extent have the effect of amending or changing the express description of the sections as set forth in this Agreement.

(b)The shares of the TME Group Companies other than TME are owned as set forth in Section3.03(b) of the TME Disclosure Letter. All shares of the TME Group Companies have been duly authorized and validly issued and are fully paid and, where applicable, non-assessable.

SECTION5.04 Reasonable Best Efforts. Subject to the terms and conditions set forth in this Agreement, and except as set forth on Section5.05(a) of the Company Disclosure Letter, each of the Company and the Investor shall, and shall cause its Affiliates to, use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to ensure that the conditions set forth in ArticleVI are satisfied, and to consummate the Transactions as promptly as practicable, including, subject to Section5.05(d), using reasonable best efforts to (x)contest (i) any Action brought, or threatened to be brought, by any Governmental Entity seeking to enjoin, restrain, prevent, prohibit or make illegal the consummation of any of the Transactions or to impose any terms or conditions in connection with the Transactions and (ii)any Judgment that enjoins, restrains, prevents, prohibits or makes illegal the consummation of any of the Transactions or imposes any terms or conditions in connection with the Transactions, (y)obtain the termination or expiration of any applicable waiting period and/or any approval, consent or authorization necessary under any applicable Foreign Antitrust Laws for the consummation of the Transactions and (z)obtain the consents set forth on Section6.03(l) of the Company Disclosure Letter. Each party hereto shall execute and deliver after the Closing such further certificates, agreements and other documents and take such other actions as the other party or parties may reasonably request to consummate or implement the Transactions or to evidence such events or matters. Notwithstanding anything else in this Agreement, this Section5.04 solely with respect to (a)the immediately preceding sentence and (b)Section6.03(l)(E) (Post Closing Consents) of the Company Disclosure Letter shall survive the Closing of the Transactions.

applicable and binding policies and procedures of Government Reimbursement Programs and private payors with which any Purchased Company or any of a Purchased Company’s Health Care Providers have a Contract or otherwise participate or provides services. Each Purchased Company that participates in a Government Reimbursement Program or with any private payor programs and each of their Health Care Providers is: (i)eligible to receive payment without restriction under the Government Reimbursement Programs for services provided to qualified beneficiaries; and (ii)qualified to participate in and has current provider agreements (with one or more provider numbers) with the Government Reimbursement Programs and/or their fiscal intermediaries. All of the provider numbers used by the Company in Government Reimbursement Programs are listed in Section3.1(m)(ii) of the Disclosure Letter. No Purchased Company, nor, as to and on behalf of the Purchased Companies, any of the Purchased Companies’ respective owners, officers, directors, managers, employees, nor, to the knowledge of the Sellers, as to and on behalf of the Purchased Companies, any of the Purchased Companies’ agents or independent contractors, has billed or received any payment or reimbursement materially in excess of amounts allowed by applicable Laws, including Health Care Laws such as the Stark Law, the federal Anti-Kickback Statute, and their applicable state equivalents, or any Contract in connection with any services rendered by or on behalf of the Purchased Companies (or, with respect to the Business, to the extent any such Person received excess payments, such Person refunded the excess payment to the appropriate individual/third party payor in a timely manner and such Person had no fraudulent intent with respect to such excess payment).

(viii) Section3.1(m)(viii) of the Disclosure Letter contains a complete and accurate list of all Permits held by the Purchased Companies and all Health Care Providers. The Sellers shall deliver to the Purchaser, prior to the Closing Date, copies of all medical licenses required for the practice of medicine by the Health Care Providers in the State of Florida. Each Health Care Provider is duly licensed under the Laws of each state where such Health Care Provider is required to be licensed under applicable Health Care Laws, as disclosed in Section3.1(m)(viii) of the Disclosure Letter. None of the Health Care Providers have, while employed or engaged by the Purchased Companies or its Affiliates: (i)had his or her professional license, Drug Enforcement Agency number, Medicare provider status, or staff privileges at any hospital or medical facility, suspended, relinquished, terminated or revoked; (ii)been reprimanded, sanctioned or disciplined by any licensing board or any federal, state or local society or agency, Governmental Entity, hospital, third party payor or specialty board; or (iii)had a final judgment or settlement without judgment entered against him or her in connection with a malpractice or similar action.

The Purchaser acknowledges that headings have been inserted on the individual schedules included in the Disclosure Letter for the convenience of reference only and shall not affect the construction or interpretation of any of the provisions of the Agreement or the Disclosure Letter. Information contained in the Disclosure Letter under any particular schedule or section is deemed disclosed with respect to all other representations and warranties of the Sellers to the extent where the relevance of an exception to such other representation and warranty is reasonably apparent based upon a plain reading of such exception, regardless of whether a cross-reference to the applicable schedule and/or section is actually made.

No Group Company keeps any inventories other than as disclosed in the Disclosure Letter..

(i)True and correct copies of the Bralorne Financial Statements are attached as Schedule 1.1(i) of the Disclosure Letter. The Bralorne Financial Statements present, fairly, in all material respects, the financial position of Bralorne as at the dates and for the periods indicated in such financial statements, in accordance with IFRS. The Statements of Financial Position present fairly, in all material respects, the financial condition and assets and liabilities (whether accrued, absolute, contingent or otherwise) of Bralorne as at the dates indicated in such statements and the statement of income (loss) forming part of the Bralorne Financial Statements accurately sets forth, in all material respects, the results of the operations of Bralorne and the source and application of the funds thereof throughout the periods covered thereby, as at the dates and for the periods indicated in such financial statements.

(a)Organization, Standing and Power of Gadsden. Gadsden is a corporation duly formed, validly existing and in good standing under the Laws of the State of Maryland, and has all of the requisite corporate power, authority and all necessary government approvals or licenses to own, lease, operate its properties and to carry on its business as now being conducted. Gadsden is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of the business it is conducting, or the ownership, operation or leasing of its properties or the management of properties for others makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed or in good standing would not, individually or in the aggregate, constitute a Gadsden Material Adverse Effect. Each jurisdiction in which Gadsden is qualified or licensed to do business under which it conducts business in any jurisdiction is identified in Section 3.1(a) of the Gadsden Disclosure Letter. Gadsden has heretofore made available to Purchaser complete and correct copies of Gadsden’s Amended and Restated Articles of Incorporation (the “Gadsden Charter”), and Gadsden’s Amended and Restated Bylaws, as amended through the date hereof (the “Gadsden Bylaws”). The Gadsden Charter and the Gadsden Bylaws each are in full force and effect.

(vi)Section 3.1(o) of the Gadsden Disclosure Letter lists as of the date hereof each ground lease to which Gadsden or any Gadsden Subsidiary is party, as lessee or lessor. Each such ground lease is in full force and effect and is valid, binding and enforceable in accordance with its terms against the lessor or lessee thereunder, as applicable, and, to the Knowledge of Gadsden, against the other parties thereto, except as would not constitute, individually or in the aggregate, a Gadsden Material Adverse Effect. Except as would not constitute, individually or in the aggregate, a Gadsden Material Adverse Effect, neither Gadsden nor any Gadsden Subsidiary, on the one hand, nor, to the Knowledge of Gadsden, any other party, on the other hand, is in default under any such ground lease which default is reasonably likely to result in a termination of such ground lease. No purchase option has been exercised under any of such ground lease, except purchase options whose exercise has been evidenced by a written document as described in Section 3.1(o) of the Gadsden Disclosure Letter. Gadsden and the Operating Partnership have made available to Purchaser a correct and complete copy of each such ground lease and all material amendments thereto.

(iii)Parent has made available to Purchaser all title insurance policies with respect to the Parent Properties that are set forth on Section 3.2(p) of the Parent Disclosure Letter. To Parent’s Knowledge, no material claim has been made under any such title insurance policy and each such title insurance policy is in full force and effect as of the date hereof.

Section 5.14 Disclosure Letter. The parties acknowledge and agree that (i) neither Gadsden nor Parent have delivered to the other the final version of their respective Disclosure Letters, and (ii) neither Parent nor Gadsden has had an opportunity to review the items referred to in the other party’s Disclosure Letter. Each of Parent and Gadsden shall deliver to the other party their respective Disclosure Letter and documents referred to in the Disclosure Letter in final form within five (5) business days (or such additional period of time as may be agreed to by Gadsden and Parent in writing) following the date of this Agreement and each party shall thereafter have five (5) business days (or such additional period of time as may be agreed to by Gadsden and Parent in writing) in which to terminate this Agreement if the Parent, on the one hand, or Gadsden, on the other hand, objects to any information contained in the final Disclosure Letter delivered to it and Gadsden and Parent cannot agree on mutually satisfactory modifications thereto.

Section 9.9Exhibits; Disclosure Letter. The Exhibits referred to herein and the Gadsden Disclosure Letter and the Parent Disclosure Letter, and all exhibits or attachments hereto or thereto, are intended to be and hereby are specifically made a part of this Agreement. Any matter set forth in any section or subsection of the Gadsden Disclosure Letter or the Parent Disclosure Letter shall be deemed to be a disclosure for all purposes of this Agreement and all other sections or subsections of the Gadsden Disclosure Letter or the Parent Disclosure Letter to the extent it is readily apparent from a reading of the disclosure that such disclosure is applicable to such other sections or subsections, but shall expressly not be deemed to constitute an admission by Gadsden or any Gadsden Subsidiary, or Parent or any Parent Subsidiary, as the case may be, or otherwise imply, that any such matter rises to the level of a Gadsden Material Adverse Effect, or a Parent Material Adverse Effect, or is otherwise material for purposes of this Agreement or the Gadsden Disclosure Letter or the Parent Disclosure Letter.

(c) Subsidiaries. Section3.01(c)(i) of the Company Disclosure Letter lists each of the Subsidiaries of the Company as of the date of this Agreement and its place of organization. Section3.01(c)(ii) of the Company Disclosure Letter sets forth, for each Subsidiary that is not, directly or indirectly, wholly owned by the Company, (i)the number and type of any capital stock of, or other equity or voting interests in, such Subsidiary that is outstanding as of the date of this Agreement and (ii)the number and type of shares of capital stock of, or other equity or voting interests in, such Subsidiary that, as of the date of this Agreement, are owned, directly or indirectly, by the Company. All of the outstanding shares of capital stock of, or other equity or voting interests in, each Subsidiary of the Company that is owned directly or indirectly by the Company have been validly issued, were issued free of pre-emptive rights and are fully paid and non-assessable, and are free and clear of all Liens, including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interests, except for any Permitted Liens and Liens (w)imposed by applicable securities Laws, (x)arising pursuant to the Organizational Documents of any non-wholly owned Subsidiary of the Company, (y)that may be created in connection with the Financing or (z)set forth in Section3.01(c)(iii) of the Company Disclosure Letter. Except as set forth in Section3.01(c)(iv) of the Company Disclosure Letter and for the capital stock of, or other equity or voting interests in, its Subsidiaries, the Company does not own, directly or indirectly, any capital stock of, or other equity or voting interests in, any Person.

(d) Ownership of Employee and Consultant IP. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company owns all right, title and interest to, or has a right to use, the software listed in Section3.07(d) of the Company Disclosure Letter. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all employees and contractors involved in the creation of Intellectual Property for the Company or its Subsidiaries within the scope of their employment or consulting (as applicable), have assigned their rights in such Intellectual Property to the Company or one of its Subsidiaries (to the extent not owned by the Company or one of its Subsidiaries by operation of law).

(a) From and after the Effective Time, the applicable Parent shall, and shall cause the Surviving Entity or HomecareCo, as applicable, to, honor, in accordance with their terms, all the change-in-control arrangements, employment agreements, incentive plans, retirement arrangements, deferred compensation plans and retention arrangements disclosed in Section7.07(a) of the Company Disclosure Letter. For the avoidance of doubt, the consummation of the transactions contemplated by this Agreement will constitute a “Change in Control” for purposes of such arrangements that have change-in-control provisions or features relating to the Company.

(a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to a Section, Exhibit or Schedule, such reference shall be to a Section of, Exhibit to or Schedule of this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The word “extent” and the phrase “to the extent” used in this Agreement shall mean the degree to which a subject or other thing extends, and such word or phrase shall not mean simply “if”. A reference in this Agreement to $ or dollars is to U.S. dollars. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, unless the context otherwise requires. The word “will” shall be construed to have the same meaning as the word “shall”. The definitions contained in this Agreement are applicable to the singular as well as the plural form of such terms and to the masculine as well as to the feminine and neuter genders of such terms. References to “this Agreement” shall include the Company Disclosure Letter. If the last day for the giving of any notice or the performance of any act required or permitted under this Agreement is a day that is not a Business Day, then the time for the giving of such notice or the performance of such action shall be extended to the next succeeding Business Day.

Section10.14. Disclosure Letter. No reference to or disclosure of any item or other matter in the Company Disclosure Letter shall be construed as an admission or indication that such item or other matter is material (nor shall it establish a standard of materiality for any purpose whatsoever) or that such item or other matter is required to be referred to or disclosed in the Company Disclosure Letter. The information set forth in the Company Disclosure Letter is disclosed solely for the purposes of this Agreement, and no information set forth therein shall be deemed to be an admission by any party hereto to any third party of any matter whatsoever, including any violation of Law or breach of any Contract. The Company Disclosure Letter and the information and disclosures contained therein are intended only to qualify and limit the representations, warranties and covenants of the Company or Parent and Merger Sub, as applicable, contained in this Agreement. Nothing in the Company Disclosure Letter is intended to broaden the scope of or constitute any representation or warranty contained in this Agreement or create or constitute any covenant. Matters reflected in the Company Disclosure Letter are not necessarily limited to matters required by the Agreement to be reflected in the Company Disclosure Letter. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature.

(h) Within thirty (30)days prior to the Effective Time, BAYK shall, and shall cause each of its Subsidiaries to, adopt written resolutions approved in advance in writing by BRBS and its legal counsel (a copy of which shall be delivered to BRBS at the Closing) to terminate and liquidate in accordance with Treasury Regulation Section1.409A3(j)(ix)(B)(i) (to the extent applicable) the employment agreements and plans listed on Section5.10(h) of BAYK’s Disclosure Letter, with such terminations and liquidations to be effective immediately after the Effective Time and, to the extent applicable, intended to be made in full compliance with Section409A of the Code. In such event, subject to the release of claims described in this Section5.10(h) becoming irrevocable, BRBS agrees to pay to each individual who is a party to such a terminated and liquidated employment agreement the amounts described on Section5.10(h) of BAYK’s Disclosure Letter. In order for such terminations and liquidations and payment to occur, each employee who is a party to or participant in any agreement or plan listed on Section5.10(h) of BAYK’s Disclosure Letter shall execute and deliver to BRBS at the Closing an acknowledgement and release of claims in the applicable form set forth on Section5.10(h) of the BAYK Disclosure Letter.

Section 5.09Updates to the Disclosure Letter. From the date hereof through the Closing, Sellers shall have the right (but not the obligation) to supplement or amend, by written notice delivered to Buyer, the Disclosure Letter, if and to the extent applicable, with respect to any matter hereafter arising or of which Sellers becomes aware after the date hereof. In such event, unless such event would be reasonably expected to have, individually or in the aggregate with the events described in other written notices previously delivered to Buyer pursuant to this Section 5.09, a Material Adverse Effect, as applicable, such written notice shall be deemed to have amended the Disclosure Letter, and to have qualified the representations and warranties contained in Article III, as applicable, for all purposes hereunder, including for the purpose of determining whether the conditions specified in Section 6.02, have been satisfied. From the date hereof through the Closing, each of Buyer and Sellers shall promptly give written notice to the other Party if it breaches any of its representations, warranties, covenants or obligations contained in this Agreement if such breach (a) has resulted in, or would reasonably be expected to result in, the failure of any condition set forth in Article VI; or (b) has prevented or materially impeded, interfered with, hindered or delayed, or would reasonably be expected to prevent or materially impede, interfere with, hinder or delay, the Contemplated Transactions.

Section 4.2Subsidiaries. A complete list of each Subsidiary of the Company and its jurisdiction of incorporation, formation or organization, as applicable, is set forth on Section 4.2 of the Company Disclosure Letter. The Subsidiaries have been duly formed or organized and are validly existing under the laws of their jurisdiction of incorporation or organization and have the requisite power and authority to own or lease all of their properties and assets and to conduct their business as it is now being conducted. The Company has previously provided to Acquiror true, correct and complete copies of the organizational documents of its Subsidiaries, in each case, as amended to the date of this Agreement. Each Subsidiary is duly licensed or qualified and in good standing as a foreign or extra-provincial corporation (or other entity, if applicable) in each jurisdiction in which its ownership of property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, as applicable, except where the failure to be so licensed or qualified or in good standing would not have, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(a)On the Closing Date, the employees of the Company and its Subsidiaries remain the employees of the Company and any of its Subsidiaries (“Continuing Employees”) and for a period of one year following the Closing Date, Acquiror shall cause the Company to provide each Continuing Employee with severance benefits and protections that are no less favorable than the severance benefits and protections that were provided to such Continuing Employee under an applicable Company Benefit Plan in effect immediately prior to the Closing and set forth in Section 7.3(a) of the Company Disclosure Letter. This Section 7.3 shall not limit the obligation of the Company to maintain any Company Benefit Plan that, pursuant to an existing contract, must be maintained for a period longer than one year. No provision of this Agreement shall be construed as a guarantee of continued employment of any employee of the Company or any of its Subsidiaries and this Agreement shall not be construed so as to prohibit the Surviving Corporation or any of its Subsidiaries from having the right to terminate the employment of any individual.

out in Section 3.1.10 of the Imvescor Disclosure Letter. Except as set out in Section 3.1.10 of the Imvescor Disclosure Letter, there are no (i) outstanding obligations, options, warrants, convertible securities or other rights, agreements or commitments relating to the share capital of Imvescor’s Subsidiaries, (ii) outstanding obligations of Imvescor’s Subsidiaries to repurchase, redeem or otherwise acquire shares of their respective capital stock or to make any material investment (in the form of a loan, capital contribution or otherwise) in any other Person or (iii) voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of shares of Imvescor’s Subsidiaries. All of the representations and warranties set out in this Schedule 3.1 shall be deemed to include reference to Imvescor and its Subsidiaries, unless the context otherwise requires.

5.7Financial Statements True and complete copies of the Financial Statements are set out as Section 5.7 of the Disclosure Letter. The Financial Statements have been prepared in accordance with the Accounting Policy, are correct and complete in all material respects and present fairly in all material respects the assets and liabilities (whether accrued, absolute, contingent or otherwise) and the consolidated financial condition of the Acquired Corporations as at the dates and the results of operations and cash flows of the Acquired Corporations on a consolidated basis for the period covered by the Financial Statements.

2. Seller Disclosure Letter. The Agreement is hereby amended by replacing the Seller Disclosure Letter, dated as of April22, 2016, in its entirety with the Amended and Restated Seller Disclosure Letter attached hereto as ExhibitB and hereby deemed effective as of April22, 2016 (the “Amended Disclosure Letter”). For the avoidance of doubt, the Amended Disclosure Letter also replaces any amendments, modifications or alterations of the Seller Disclosure Letter, dated as of April22, 2016, prior to the date hereof.

1.7Disclosure Letter. The Disclosure Letter itself and all information contained in it is confidential information and may not be disclosed unless (i) it is required to be disclosed pursuant to Law and such Law does not permit the Parties to refrain from disclosing the information for confidentiality or other purposes, or (ii) a Party needs to disclose it in order to enforce or exercise its rights under this Agreement and then only to the extent so required.

(b)The Vendor shall ensure that each Pre Closing Return is prepared in a manner consistent with the requirements of any applicable Laws and shall deliver each Pre Closing Return to the Purchaser as soon as it is available (together with all relevant working papers), but no later than 45 days before it is due to be filed (taking into account any extension of time to file the Pre Closing Return which has been properly obtained), for the Purchaser's review and comment. Notwithstanding the foregoing, in respect of the Tax period of the Corporation ‎ending on the acquisition of control of it by the Purchaser (or ‎the following Tax period, as applicable) (i) the Parties acknowledge that the ‎Corporation shall not make an election pursuant to subsection ‎‎256(9) of the Canada Tax Act and (ii) the ‎Corporation will make, to the extent and in the manner ‎permitted under applicable Law, one or more designation(s) under paragraph ‎‎111(4)(e) of the Canada Tax Act and one or more election(s) under subsection ‎‎83(2) of the Canada Tax Act, as contemplated in Sections 4.5(b) and 5.32 of the Disclosure Letter. For purposes of the ‎designation under paragraph 111(4)(e) of the Canada Tax Act, the Purchaser ‎acknowledges that the Vendor shall be entitled to select the capital ‎properties and provide the relevant information required under the Canada Tax ‎Act to make such designation. The Vendor shall ensure that each such designation‎ is provided to the Purchaser within the time ‎limit specified herein and is filed together with the Tax Return for such taxation ‎year in accordance with the Canada Tax Act.

Section4.2 Subsidiaries. A complete list of each Subsidiary of Panavision and its jurisdiction of incorporation, formation or organization, as applicable, is set forth in Section4.2 of the Panavision Disclosure Letter. The Subsidiaries of Panavision have been duly incorporated, formed or organized and are validly existing and in good standing under the Laws of their respective jurisdictions of incorporation, formation or organization and have the requisite power and authority to own, operate, use or lease all of their properties and assets and to conduct their business as it is now being conducted. Panavision has previously made available to Acquiror true, correct and complete copies of the governing documents of its Subsidiaries, in each case, as amended to the date of this Agreement. Each Subsidiary of Panavision is duly licensed or qualified and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) in each jurisdiction in which the ownership, operation, use or lease of its property is such as to require it to be so licensed or qualified or in good standing, as applicable, except where the failure to be so licensed or qualified or in good standing has not been, or would not reasonably be expected to be, individually or in the aggregate, material to the Panavision Group, taken as a whole.

(a) Section4.20(a)(i) of the Panavision Disclosure Letter sets forth a true, correct and complete list as of the date of this Agreement of the address of all Panavision Owned Real Property. A member of the Panavision Group has good and marketable fee simple title to all Panavision Owned Real Property, free and clear of all Liens (other than Permitted Liens). There is no Person, other than the applicable member of the Panavision Group, that has any right to use, operate or otherwise occupy the Panavision Owned Real Property, or any material portion thereof, whether as a tenant, subtenant or otherwise, except as set forth in Section4.20(a)(ii) of the Panavision Disclosure Letter. There is no third Person who has any right to acquire any interest in the Panavision Owned Real Property. True, correct and complete copies of all deeds and other instruments by which any member of the Panavision Group acquired the Panavision Owned Real Property and copies of all title insurance policies, surveys, zoning reports and environmental reports relating to the Panavision Owned Real Property have, in each case to the extent in the possession of the Panavision Group been made available to Acquiror.

(a) Real Property. Section 4.16(a) of the Disclosure Letter contains a complete and correct list of all material real property owned by such Combining Company or any of its Subsidiaries, setting forth the address and owners of each parcel of such Combining Company’s owned real property. Each Combining Company or its Subsidiary has good, valid and indefeasible fee simple title to such Combining Company’s owned real property, free and clear of all Liens other than Permitted Liens and Liens set forth on Section4.16(a) of the Disclosure Letter. There are no outstanding options or rights of first refusal to purchase such Combining Company’s owned real property, or any portion thereof or interest therein.

3.12Operations Conducted Lawfully. At all times, Seller has operated the Purchased Assets, and Seller has conducted the Business, in compliance with Applicable Law. Seller has not been charged with, nor is Seller in receipt of any notice or warning of, or to the Knowledge of Seller, under investigation with respect to, any failure or alleged failure to comply with any provision of any Applicable Law with respect to the Business or the Purchased Assets. Without limiting the foregoing, neither Seller nor any of its Representatives has made any bribe, rebate, payoff, influence payment, kickback or other payment unlawful under any Applicable Law. Seller has all licenses, permits, approvals, authorizations, registrations, certificates, variances or similar rights issued by any Governmental Authority (“Permits”) required with respect to the Business and the Purchased Assets, and all such permits are listed on Schedule 1.1(d) of Seller’s Disclosure Letter. All of the Permits are in full force and effect, and Seller is in compliance with the Permits.

11.7 Seller’s Disclosure Letter. No exceptions to any representations or warranties disclosed in Seller’s Disclosure Letter shall constitute an exception to any other representations or warranties made in this Agreement unless it is readily apparent from the actual text of such exception that such exception is relevant to such other representations or warranties. The Parties acknowledge and agree that the mere listing (or inclusion of a copy) of a document or other item in Seller’s Disclosure Letter shall not be adequate to disclose an exception to a representation or warranty made in this Agreement, unless the representation or warranty has to do with the existence of the document or other item itself.

(a) A list of the names of the Company’s Subsidiaries, including their jurisdiction of organization and the name of any equityholder other than the Company or any Subsidiary of the Company is set forth on Section 4.07(a) of the Company Disclosure Letter. The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (i)have been duly authorized and validly issued, are, to the extent applicable, fully paid and non-assessable; (ii)have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1)the Governing Documents of each such Subsidiary, and (2)any other applicable Contracts governing the issuance of such securities; (iii)are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party or otherwise bound; and (iv)are free and clear of any Liens other than Permitted Liens.

(d) The Company and its Subsidiaries (i) have applied for or obtained all licenses or authorizations from applicable Governmental Authorities to lawfully engage in restricted means of encryption or decryption (including digital forensics) (“Encryption Licenses”), and (ii) are, and have been for the past three (3)years, in compliance in all material respects with all Encryption Licenses issued to it by Governmental Authorities as well as with applicable Laws relating to encryption and decryption controls, including the Israeli Supervision of Commodities and Services Order (Engaging in Means of Encryption)-1974, Israeli Supervision of Commodities and Services Declaration (Engaging in Means of Encryption)-1998, and the Defense Export Control Law-2007 (“Encryption Laws”), as listed in Section 4.11(d) of the Company Disclosure Letter. No Governmental Authority has contested or expressed prior to the date hereof disapproval or concerns of the Merger or the possibility of the Company becoming publicly traded. To the knowledge of the Company, no encryption or export control related Permits held by the Company or any of its Subsidiaries is reasonably expected to be revoked, withheld or otherwise terminated as a result of the Merger or the transactions contemplated hereby.

Section 5.07 Governmental Authorities; Approvals. Assuming the truth and completeness of the representations and warranties of the Company contained in this Agreement, no Governmental Approval is required on the part of SPAC with respect to SPAC’s execution or delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i)applicable requirements of the HSR Act and (ii)as otherwise disclosed on Section 5.07 of the SPAC Disclosure Letter or Section 4.05 of the Company Disclosure Letter. As of the date of this Agreement, no “fair price,” “moratorium,” “control share acquisition” or other antitakeover statute or similar domestic or foreign applicable Law applies with respect to SPAC in connection with this Agreement or any of the transactions contemplated hereby. There is no stockholder rights plan, “poison pill” or similar antitakeover agreement or plan in effect to which SPAC is subject, party or otherwise bound.

(c) Section3.17 of the Company Disclosure Letter includes a complete and accurate list of all patents, patent applications, trademark registrations, trademark applications, common law trademarks, Internet domain names, registered copyrights and other material Intellectual Property owned by the Company or any Subsidiary. The Company and its Subsidiaries collectively own, free and clear of all Liens, all of the Intellectual Property listed in Section3.17 of the Company Disclosure Letter. The Company and its Subsidiaries have not granted any licenses or other rights to third parties to use Intellectual Property owned by the Company or its Subsidiaries other than non-exclusive licenses granted in the ordinary course of business pursuant to standard terms which have been previously provided to Parent, and there exist no material restrictions on the disclosure, use, license or transfer of any such Intellectual Property.

3.19 Indebtedness; Guarantees. All Indebtedness of the Company and its Subsidiaries as of the date of this Agreement is set forth in Section3.19 of the Company Disclosure Letter. Section3.19 of the Company Disclosure Letter lists the debtor, the principal amount and the effective interest rate of the Indebtedness as the date of this Agreement, the creditor, the maturity date, and the collateral, if any, securing the Indebtedness.

(g) Grosvenor Capital is and at all times within the last five (5) years has been treated as a partnership, and GCM LLC is and at all times within the last five years has been treated as a disregarded entity for U.S. federal income Tax purposes. The classification of each of the Subsidiaries of the Grosvenor Companies for U.S. federal income Tax purposes is set forth on Section 3.15(g) of the Grosvenor Companies Disclosure Letter. None of the Grosvenor Companies or their Subsidiaries has elected to apply the provisions of the Bipartisan Budget Act of 2015 (or any similar provision of state or local Law) to taxable years beginning prior to January 1, 2018).

(l)Purchaser acknowledges that the board of directors of Seller has approved Transaction Bonuses in the aggregate amount as set forth on Section 4.8(a) of the Disclosure Letter, and to the Business Employees as set forth on Section 4.8(a) of the Disclosure Letter. Seller acknowledges that it shall structure the timing of the Transaction Bonus payments in the manner set forth on Section 4.8(a) of the Disclosure Letter and shall pay any post-Closing payments directly to the recipients and Purchaser shall not have any obligation to assume any responsibility for the payment of the Transaction Bonuses; provided that any Transaction Bonus payment shall be made in a manner consistent with the requirements of Section 409A of the Code. All Transaction Bonuses shall remain the liability of the Seller.

“Net Working Capital Amount” means (i) current assets (including current tax assets and excluding current assets constituting cash and cash equivalents and deferred tax assets) of the Group Companies as of the Reference Time, minus (ii) current liabilities (including deferred revenue (whether current or long-term), customer deposits, customer reimbursement obligations credited against accounts receivable, and current tax liabilities and excluding current liabilities constituting Indebtedness, deferred tax liabilities, Shared Expenses and other Transaction Expenses and obligations in respect of uncleared checks outstanding) of the Group Companies as of the Reference Time, in each case of the immediately preceding clauses (i) and (ii) and subject to the exclusions, inclusions and adjustments set forth on Section 11.13 of the Disclosure Letter. Section 11.13 of the Disclosure Letter sets forth an illustrative calculation of the Net Working Capital Amount for each month end beginning December 31, 2017 and ending February 28, 2019. Such calculation is included for reference purposes only, and Seller does not make any representation or warranty, and will not incur any liability, in respect thereof. In no event shall the “Net Working Capital Amount,” “Transaction Expenses,” or “Indebtedness Amount” be deemed to include (or the “Cash Amount” reduced by) any Excluded Amounts. “Net Working Capital Amount” shall exclude all assets, liabilities and obligations of the Ad Insertion Business. Any amounts that are explicitly included in the definition of “Indebtedness” (including any accruals for severance pay and separation benefits relating to terminations prior to the Closing that have not yet been fully paid as of the Closing) shall be excluded from the calculation of the Net Working Capital Amount. In the event of any conflict between GAAP and the exclusions, inclusions and adjustments set forth on Section 11.13 of the Disclosure Letter, Section 11.13 of the Disclosure Letter will control.

Section1.12 Replacement of Sections 5.2(a) and 5.2(h) of the Company Disclosure Letter. Sections 5.2(a) and 5.2(h) of the Company Disclosure Letter shall be replaced in its entirety as set forth in the Amended and Restated Disclosure Letter delivered to the Parent as of the date of this Amendment.

Section1.13 Replacement of Section 5.5(a) of the Parent Disclosure Letter. Section 5.5(a) of the Parent Disclosure Letter shall be replaced in its entirety with Section 5.5(a) of the Parent Disclosure Letter attached to this Amendment.

(e)Except as set forth on Section 5.10(e) of HomeTown’s Disclosure Letter, HomeTown and each of HomeTown’s Subsidiaries, as applicable, shall adopt such resolutions and/or amendments to the HomeTown Bank Supplemental Executive Retirement Plan (the “HomeTown SERP”) and related documents and take any other necessary action to freeze the HomeTown SERP on or, as applicable, prior to the Effective Time, as set forth on Section 5.10(e) of HomeTown’s Disclosure Letter. As soon as practicable after entering into this Agreement, HomeTown shall provide American with (i) certified copies of the resolutions and/or amendments adopted by the Board of Directors (or the appropriate committee thereof) of HomeTown or a Subsidiary of HomeTown, as applicable, authorizing the above actions taken with respect to the HomeTown SERP, and (ii) executed amendments to the HomeTown SERP and related documents, including any required written consent of the participants in the HomeTown SERP, in form and substance reasonably satisfactory to American to effectuate such actions.

(b) No more than twenty (20) days prior to the Effective Time, HomeTown shall take all steps necessary to terminate the agreements listed in Section 5.13(b) of HomeTown’s Disclosure Letter (collectively, the “Affected Agreements”) immediately preceding the Effective Time. Following the Effective Time, American shall pay to each individual who was a party to an Affected Agreement the applicable amount set forth on Section5.13(b) of HomeTown’s Disclosure Letter at the time or times specified therein, net of applicable tax withholdings; provided, however, that each such amount shall be reduced as necessary to ensure that the amount so paid (when aggregated with any other benefits or payments payable upon a change in control to the affected individual) will not constitute an “excess parachute payment” within the meaning of Section 280G of the Code, as determined by American’s outside accounting firm or such other accounting firm or third-party mutually acceptable to American and HomeTown and in consultation with counsel to the affected individual. Prior to the Effective Time, American shall offer the agreements to certain executive officers of HomeTown as set forth in Section 5.13(b) of HomeTown’s Disclosure Letter. All documents issued, adopted or executed in connection with the implementation of this Section 5.13(b) shall be subject to American’s prior review and approval, which shall not be unreasonably withheld, conditioned or delayed.

(f) In addition to the payments made pursuant to this Section 2.3, Parent shall pay all accrued dividends and other distributions (including dividend equivalents) in respect of each Company Restricted Stock Award or Company PSU with a record date prior to the Effective Time which have been authorized by the Company and which remain unpaid at the Effective Time, if any, as set forth in Section 2.3(f) of the Company Disclosure Letter. Such payments shall be made to the holders of such Company Restricted Stock Awards or Company PSUs simultaneously with the Total Restricted Stock Award Payments and Total PSU Payments.

Section 8.18 Company Disclosure Letter. The inclusion of information in the Company Disclosure Letter will not be construed as or constitute an admission or agreement that a violation, right of termination, default, liability or other obligation of any kind exists with respect to any item, nor will it be construed as or constitute an admission or agreement that such information is material to the Company. In addition, matters reflected in the Company Disclosure Letter are not necessarily limited to matters required by this Agreement to be reflected in the Company Disclosure Letter (including the listing of items on any Company Disclosure Letter although such items may not necessarily be required to be included in such Company Disclosure Letter because of the dollar thresholds set forth in this Agreement). Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. Neither the specifications of any dollar amount in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Company Disclosure Letter is intended to imply that such amount, or higher or lower amounts, or the item so included or other items, are or are not material, and no Person will use the fact of the setting forth of any such amount or the inclusion of any such item in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included in the Company Disclosure Letter is or is not material for purposes of this Agreement. Further, neither the specification of any item or matter in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Company Disclosure Letter is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business consistent with past practice, and no Person will use the fact of setting forth or the inclusion of any such items or matter in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included in the Company Disclosure Letter is or is not in the ordinary course of business consistent with past practice for purposes of this Agreement.

(b)The members of the Seller Group, as applicable, are the sole and exclusive owners of the Business IP set forth in Section4.8(a) of the Seller Disclosure Letter. No member of the Seller Group has granted any license or other rights to a third party that would be inconsistent with the license granted to Buyer pursuant to the License Agreement.

constituting, any representations or warranties of Seller except as and to the extent provided in this Agreement, subject to the limitations and conditions provided for in this Agreement. The Seller Disclosure Letter may include items or information which Seller is not required to disclose under this Agreement; disclosure of such items or information will not affect (directly or indirectly) the interpretation of this Agreement or the scope of any disclosure obligation under this Agreement. The attachments to the Seller Disclosure Letter form an integral part of the Seller Disclosure Letter and are incorporated by reference for all purposes as if set forth fully therein. The headings contained in the Seller Disclosure Letter are for convenience of reference purposes only and will not affect in any way the meaning or interpretation of this Agreement or the Seller Disclosure Letter. No disclosure in the Seller Disclosure Letter relating to any possible breach or violation of any Contract or applicable Law will be construed as an admission or indication that any such breach or violation exists or has actually occurred. The exceptions, modifications, descriptions and disclosures in any section of the Seller Disclosure Letter are made for all relevant purposes of this Agreement and are exceptions by members of the Seller Group to all representations and warranties set forth in this Agreement or in any instrument delivered pursuant to this Agreement to the extent applicable thereto. From time to time prior to the Closing, Seller shall have the right (but not the obligation) to supplement or amend the Seller Disclosure Letter with respect to any matter hereafter arising, which, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in the Seller Disclosure Letter. Any such supplement shall be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement for purposes of satisfying the Closing conditions set forth in Section8.1(a) and for purposes of ARTICLE XI, but shall otherwise not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement for purposes of the indemnification rights contained in this Agreement.

Correct and complete copies of all of the contracts, commitments and Employee Plans disclosed in the Disclosure Letter and all related documents have been provided to Aurora and, where any such agreement is oral, correct and complete written summaries of their terms, have been disclosed in the CanvasRx Disclosure Letter. For the purpose of the foregoing, related documents in respect of an Employee Plan means all documentation establishing or creating such plans, all amendments thereto and all trust or other funding agreements and other similar agreements, plan booklets, investment policy statements, any actuarial reports within the three (3) year period prior to the date of this Agreement, all reports, returns and filings in respect of such Employee Plans made with any Governmental Authority within the three-year period prior to the date of this Agreement, all material non-routine correspondence with any Governmental Authority and all professional opinions related to any Employee Plan.

(gg)Insurance. As of the date hereof, the Buyer and its Subsidiaries have such policies of insurance as are listed Section 4.01(gg) of the Buyer Disclosure Letter. Each of the Buyer and its Subsidiaries maintain insurance against loss of, or damage to, its assets by all insurable risks on a replacement cost basis in accordance with industry standards and such insurance coverage is in good standing in all material respects and not in default except in each case as could not reasonably be expected to have a Buyer Material Adverse Effect.

any of the BMG Material Subsidiaries, other than as disclosed in Schedule 3.1(h) of the BMG Disclosure Letter. All ownership interests of BMG in the BMG Material Subsidiaries are owned free and clear of all Liens of any kind or nature whatsoever held by third parties. (i) Key Regulatory Approvals. Other than the Key Regulatory Approvals listed in Schedule C, any approvals required by the Interim Order or Final Order and any filings with Securities Authorities and the TSX-V, there are no approvals required from, or notices required to be given to, any Governmental Entity which would prevent or materially delay consummation by BMG of the transactions contemplated by this Agreement and the Arrangement. (j) Consents. Except as disclosed in Schedule 3.1(j) of the BMG Disclosure Letter, there are no consents or waivers required from any party under any BMG Material Contract to which BMG or its subsidiaries are a party in order for BMG to proceed with the completion of the transactions contemplated by this Agreement and the Arrangement. (k) Public Filings. BMG has filed all documents in the BMG Public Disclosure Record required to be filed by it in accordance with applicable Securities Laws or the rules of the TSX-V. All such documents and information comprising the BMG Public Disclosure Record, as of their respective dates (and the dates of any amendments thereto), (1) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and (2) complied in all material respects with the requirements of applicable Securities Laws and the applicable policies of the TSX-V relating to continuous disclosure requirements. BMG has not filed any confidential material change report with any Securities Authorities that at the date of this Agreement, remains confidential. There has been no change in a material fact or a material change (as those terms are defined under the Securities Act) in relation to BMG, except for (i) changes in material facts or material changes that are reflected in a document included in the BMG Public Disclosure Record, and (ii) this Agreement and the transactions contemplated hereby. (l) BMG Financial Statements.

(p) Section 4.16(p) of the Company Disclosure Letter contains a complete and accurate list of material third-party data sources that are accessed, collected, held or used by the Company or any Company Subsidiary, including without limitation those for which the Company or any Company Subsidiary is the licensee or lessee or which the Company or any Company Subsidiary has otherwise obtained the right to use (“Material Data Sources”). The number of dispensary clients from which the Company or one or more Company Subsidiaries obtains data (“Dispensary Data Sources” and together with Material Data Sources, “Third-Party Data Sources”) is set forth in Section 4.16(p) of the Company Disclosure Letter. For the avoidance of doubt, Third-Party Data Sources include those third-party websites, Data Sources, and Business Systems from which the Company or any Company Subsidiary collects data or other content, including by means of web scraping, indexing, mining, harvesting, or other methods of data extraction. Section 4.16(p) of the Company Disclosure Letter also sets forth a list of all license fees, rents, royalties or other charges that the Company or any Company Subsidiary is required or obligated to pay with respect to the Third-Party Data Sources. Except as set forth in Section 4.16(p) of the Company Disclosure Letter, the Company and each Company Subsidiary has rights to access, collect, hold and use data obtained from all Third-Party Data Sources and the Company and each Company Subsidiary is in compliance with all provisions of any Contracts relating thereto.

party to any Contract that, if entered into prior to the date of this Agreement, would be required to be disclosed on Section3.17(b) of the FH Disclosure Letter. Until the earlier of the consummation of the SA Closing or the termination of this Agreement pursuant to Section7.01, FH shall not, and shall cause its Subsidiaries not to, without the prior written consent of XC, agree to or consummate any sale, pledge, disposition of, transfer or encumbrance of any FX Securities beneficially owned by FH or any of its Affiliates as of the date of this Agreement.

(f) There are no partners of Starwood Waypoint LP other than as set forth on Section4.1(f)of the Starwood Waypoint Disclosure Letter. Section4.1(f)of the Starwood Waypoint Disclosure Letter sets forth the number of partnership units held by each partner in Starwood Waypoint LP. Starwood Waypoint GP, Inc., a Delaware corporation and a wholly owned subsidiary of Starwood Waypoint, is the sole general partner of Starwood Waypoint LP.

(f) There are no partners of Invitation Homes LP other than as set forth on Section5.1(f)of the Invitation Homes Disclosure Letter. Section5.1(f)of the Invitation Homes Disclosure Letter sets forth the number of units of limited partner interest held by each partner in Invitation Homes LP. Invitation Homes OP GP LLC, a Delaware limited liability company, is the sole general partner of Invitation Homes LP (the “Invitation Homes LP General Partner”).

(c) A true and complete list of all Subsidiaries of the Company as of the date hereof is set forth on Section4.2(c) of the Company Disclosure Letter. Except for (i) equity securities in the Subsidiaries of the Company referenced in the prior sentence, (ii) Investment Assets held in the Ordinary Course of Business and in compliance with the Investment Guidelines in the investment portfolio of the Company or any of its Subsidiaries constituting (A) equity securities in any publicly traded company representing less than 5% of the outstanding capital stock of such company or (B) equity or beneficial interests in any partnership, limited liability company, trust or other similar entity evidencing an investment in a hedge fund, private equity fund, venture capital fund, investment trust or other alternative investment vehicle (the “Specified Investment Securities”) and (iii) as set forth in Section 4.2(c) of the Company Disclosure Letter, the Company does not own, directly or indirectly, any capital stock of or equity interest in any other Person. Except as set forth in Section 4.2(c) of the Company Disclosure Letter, the Company or one of its wholly owned Subsidiaries is the owner of all outstanding shares of capital stock of each Subsidiary of the Company.

(a) A true and complete list as of the date hereof of all the Subsidiaries through which the Company conducts its insurance and reinsurance operations (collectively, the “Insurance Subsidiaries”), together with the jurisdiction of domicile thereof, is set forth in Section4.19(a) of the Company Disclosure Letter. Since the Applicable Date, each of the Insurance Subsidiaries has timely filed all annual and quarterly statements, including amendments thereto, together with all exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations or certifications or other supporting documents in connection therewith, required to be filed with the appropriate Insurance Regulators of the jurisdiction in which it is domiciled or commercially domiciled on forms prescribed or permitted by such Insurance Regulators (collectively, the “Company Statements”).The Company has provided or otherwise made available to Parent true and complete copies of all Company Statements filed with any Insurance Regulator since the Applicable Date. Without limiting the foregoing, since the Applicable Date, all Contracts and transactions in effect between any Insurance Subsidiary and any Affiliate that are required to be filed with, and/or approved by, an Insurance Regulator under the applicable insurance holding company statutes or other applicable Insurance Laws, have been filed with such applicable Insurance Regulator, and the applicable Insurance Subsidiary has obtained any required approvals or deemed approvals of Insurance Regulators with respect thereto.

(b) At or prior to the Closing, Parent shall cause its board of directors, subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, to take the following actions, to be effective upon the Effective Time: (i) elect to the board of directors of Parent the persons set forth on Schedule 1.04(b) of the Parent Disclosure Letter; and (ii) appoint as the officers of Parent the persons set forth on Schedule 1.04(b) of the Parent Disclosure Letter. All of the persons serving as directors of Parent immediately prior to the Closing who are not set forth on Schedule 1.04(b) of the Parent Disclosure Letter shall resign immediately following the election of the new directors, and all of the persons serving as officers of Parent immediately prior to the Closing who are not set forth on Schedule 1.04(b) of the Parent Disclosure Letter shall resign immediately following the appointment of the new officers, all subject to compliance with Rule 14f-1 promulgated under the Exchange Act. Subject to applicable law, Parent, with the assistance of the Company, shall take all action reasonably requested by the Company, but consistent with the Parent Governing Documents, that is reasonably necessary to effect any such election or appointment of the designees of the Company to Parent’s board of directors, including mailing to Parent’s shareholders an information statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder at least 10 days prior to the Effective Time. The Company shall supply Parent all information with respect to it and its nominees, officers, directors and Affiliates required by such Section 14(f) and Rule 14f-1.